Description of Director and Named Executive Officer Compensation*

EXHIBIT 10.21

Directors who are also employees of either the Holding Company or Finlay Jewelry receive no additional compensation for serving as members of the Board.

 

For serving as a director of the Holding Company and Finlay Jewelry during 2007, each non-employee director received aggregate compensation at the rate of $25,000 per year plus $1,000 for each Board meeting and each committee meeting attended in person, and $500 for each such meeting attended by conference telephone call, with the chairman of the Audit Committee receiving an additional annual fee of $6,000 and the chairman of the Compensation Committee and the chairman of the Nominating & Corporate Governance Committee each receiving an additional annual fee of $3,000. Beginning in 2007, the Lead Independent Director also receives an additional annual fee of $25,000.

 

Non-employee directors of the Holding Company and Finlay Jewelry will receive compensation for Board service under the same arrangements for fiscal 2008.

 

Each non-employee director has the option, under the Holding Company’s Director Deferred Compensation and Stock Purchase Plan (the “Director Deferred Compensation Plan”), to defer 100% of his or her eligible director fees (which are annual retainer fees plus any annual fees received by a participant for services as chairperson of any committee of the Board of Directors, other than the Lead Independent Director’s annual fee) that would otherwise be paid in cash and receive restricted stock units (“RSUs”). The participant RSUs are awarded and credited to the director participant’s account quarterly in an amount based on a formula which divides the cash amount deferred by the fair market value of a share of Common Stock on the award date, and are immediately vested. The Holding Company also credits the participant’s account with one matching RSU, which vests on the one-year anniversary date of the award date, for each participant RSU purchased by the director. 

 

The following table sets forth the annual base salaries of the Chief Executive Officer and the four other most highly compensated executive officers of the Holding Company for fiscal 2008, and the target bonus for each such executive officer.

 

 

		Base Salary			Target Bonus %
Arthur E. Reiner Chairman, President and Chief Executive Officer of the Holding Company and Chairman and Chief Executive Officer of Finlay Jewelry		$	1,005,000			100	%
Bruce E. Zurlnick Senior Vice President, Treasurer and Chief Financial Officer of the Holding Company and Finlay Jewelry		$	310,000			60	%
Joseph M. Melvin Executive Vice President, and Chief Operating Officer of the Holding Company and President and Chief Operating Officer of Finlay Jewelry		$	452,056			60	%
Leslie A. Philip Executive Vice President, and Chief Merchandising Officer of the Holding Company and Finlay Jewelry		$	471,690			60	%
Edward J. Stein Senior Vice President and Director of Stores of Finlay Jewelry		$	390,056			60	%

Pursuant to the terms of his employment agreement, Mr. Reiner is also entitled to certain stock compensation.

The executive officers named above are also eligible to receive those benefits available to all of Finlay Jewelry's senior officers, including performance-based cash bonuses, the ability to participate in the Holding Company's Executive Deferred Compensation and Stock Purchase Plan, supplemental executive medical benefits, company-paid group life insurance (other than for Mr. Reiner who is entitled to key man life insurance under the terms of his employment agreement), as well as various other benefits available to all full-time employees of Finlay Jewelry including, but not limited to, paid vacation time, participation in the Holding Company's 401(k) plan and short-term

disability benefits.

*References herein to Holding Company are intended to refer to Finlay Enterprises, Inc. and references herein to Finlay Jewelry are intended to refer to Finlay Fine Jewelry Corporation.